July 25, 2014

Corp Fin Director Keith Higgins Testifies: State of the Division’s Rulemaking

Yesterday, Corp Fin Director Keith Higgins delivered this testimony before the House Financial Services Committee’s Capital Markets Subcommittee – talking about the state of the Division, with an emphasis on the status of Dodd-Frank and JOBS Act rulemaking. No earth-shattering revelations – but here are notables:

1. Pay Ratio – “Division staff is carefully considering those comments and is preparing recommendations for the Commission for a final rule”
2. Three Other Horsemen – “Division continues to work to implement provisions of the Dodd-Frank Act relating to executive compensation matters”
3. Accredited Investor Definition – “Division and other Commission staff currently are conducting a review of the accredited investor definition”
4. Crowdfunding – “Commission has received over 300 comment letters and the Division is preparing recommendations for the Commission on final rules”
5. Regulation A+ – “Commission has received over 100 comment letters and the Division is preparing recommendations for the Commission on final rules”

There were other rulemakings addressed – but you get the idea: “We are working on it.” There were also questions asked about the Ackman/Allergan situation. As noted in this Reuters article, Keith also addressed questions about WKSI waivers, a hot topic among the SEC Commissioners lately.

Keith did talk about the disclosure effectiveness project, noting that the initial set of recommendations would hone in on the business and financial disclosures in the ’34 Act area (with coordination with FASB). And noting that subsequent phases “will include compensation and governance information included in proxy statements.”

As for operational stats, 4500 companies had their filings reviewed last year – with the Division on the same pace for ’14. Over 400 no-action letter requests are processed annually – of which over 300 relate to shareholder proposals.

Time to Benchmark? Our Horde of Corporate Governance Surveys

We are constantly adding new “Practice Areas” to this site – with now over 500 of them! One of the latest is this one about “Corporate Governance Surveys,” which contains over 70 recent surveys on governance topics…

Connecting Middle-Market Bankers

In this podcast, Andy Jones, President of PEI Services, discusses his company – an online information services company providing up-to-date & accurate information about financial buyers to the middle market investment banking community and associated M&A service providers, including:

– What is PEI Services generally & who are the intended users?
– Can you describe your research database?
– How do you source your data and ensure data quality?
– Do you license your data for use within internal CRM systems, or as a plug-in to other corporate data systems?

– Broc Romanek